16-126.00 Provisional Staffing: Public Works Temporary Staffing 240
DocuSign Envelope ID:4983A8E8-4810-49BC-ABE3-65D019159FDA I ,I
Provisional Recruiting+Staffing Services
Staffing Services Agreement
Thank you for selecting Provisional to fill your contract and contract-to-hire staffing requirements. Your complete satisfaction is our
primary concern. Please contact us immediately if you have any questions regarding the terms set forth below,or any aspect of our
services.
Provisional Services, Inc., with its principal office located at 420 West Dean Ave., Spokane, WA("STAFFING
FIRM"), and City of Spokane Valley , with its principal office located
at 11707 E. Sprague Ave., Suite 106 Spokane Valley, WA 99206 ("CLIENT") agree to the
terms and conditions set forth in this Staffing Services Agreement (the "Agreement").
STAFFING FIRM's Duties and Responsibilities
1. STAFFING FIRM will:
a. Recruit,screen, interview,and assign its employees("Assigned Employees")to perform the type of work described on
Exhibit A under CLIENT's training and supervision at the locations specified on Exhibit A;
b. Pay Assigned Employees'wages and provide them with the benefits it offers to them;
c. Pay,withhold, and transmit payroll taxes;provide unemployment insurance and workers'compensation benefits;and
handle unemployment and workers'compensation claims involving Assigned Employees;
d. Maintain the following for each of its Assigned Employees:
(1) A completed application that may include education,training,and skills,
(2) Documents establishing identity and United States work authorization,
(3) Skills inventories,via skills testing computer system,
(4) Criminal background check,
(5) Dates hired,
(6) Two recent work references-if possible to perform and obtain,
(7) At CLIENT'S request and expense the following types of qualification screening for Assigned Employees may be
performed: Drug tests,and credit checks.
Disclaimer: Due to the legal and practical limits to performing the above background screening checks,STAFFING FIRM
does not warrant or certify that the above background screening checks are accurate or reliable.
e. Not discriminate against any Assigned Employee on the basis of race,religion,color, national origin,sex,age,disability,
veteran status,or any other class or characteristic protected under applicable law.
f. Comply with federal,state and local labor and employment laws applicable to Assigned Employees, including the
Immigration Reform and Control Act of 1986; the Internal Revenue Code("Code");the Employee Retirement Income
Security Act("ERISA");the Health Insurance Portability and Accountability Act("HIPAA");the Family Medical Leave Act;
Title VII of the Civil Rights Act of 1964;the Americans with Disabilities Act;the Fair Labor Standards Act;the Consolidated
Omnibus Budget Reconciliation Act("COBRA");the Uniformed Services Employment and Reemployment Rights Act of 1994;
and,as set forth in subparagraph"g." below,the Patient Protection and Affordable Care Act(ACA).
g. Comply with all provisions of the ACA applicable to Assigned Employees,including the employer shared responsibility
provisions relating to the offer of"minimum essential coverage"to"full-time"employees(as those terms are defined in
Code§4980H and related regulations)and the applicable employer information reporting provisions under Code§6055 and
§6056 and related regulations.
1.2 Right to Control:
In addition to STAFFING FIRM'S duties and responsibilities set forth in paragraph 1 above,STAFFING FIRM,as the common
law employer,has the right to physically inspect the work site and work processes;to review and address,unilaterally or in
coordination with CLIENT,Assigned Employee work performance issues;and to enforce STAFFING FIRM's employment
policies relating to Assigned Employee conduct at the worksite.
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DocuSign Envelope ID:4983A8E8-4810-49BC-ABE3-65D019159FDA
CLIENT's Duties and Responsibilities
2. CLIENT will:
a. Properly train and supervise Assigned Employees performing its work and be responsible for its business operations,
products,services,and intellectual property,specifically,CLIENT will provide Assigned Employees with all required OSHA
training and other training necessary to perform the type of work described in Exhibit A and/or to perform other duties as
assigned by the CLIENT to the Assigned Employee from time to time;
b. Properly supervise,control,and safeguard its premises, processes,or systems,and not permit Assigned Employees to
operate any vehicle or mobile equipment,or entrust them with unattended premises,cash,checks,keys,credit cards,
merchandise,confidential or trade secret information,negotiable instruments,or other valuables without STAFFING FIRM's
express prior written approval or as strictly required by the job description provided to STAFFING FIRM;
c. Provide Assigned Employees with a safe work site and provide appropriate information,training,and safety equipment with
respect to any hazardous substances or conditions to which they may be exposed at the work site;
d. Exclude Assigned Employees from CLIENT's benefit plans,policies,and practices,and not make any offer or promise relating
to Assigned Employees'compensation or benefits;
e. Not discriminate against any Assigned Employee on the basis of race,religion,color,national origin,sex,age,disability,
veteran status,or any other class or characteristic protected under applicable law.
Payment Terms,Bill Rates,and Fees
3. STAFFING FIRM will provide CLIENT with a weekly invoice for services provided under this Agreement supported by the pertinent
electronic time sheets or other agreed system for documenting time worked by the Assigned Employees. CLIENT will pay the
amount due on receipt of each invoice. CLIENT's approval of the electronic work time submitted for Assigned Employees certifies
that the documented hours are correct and authorizes STAFFING FIRM to bill CLIENT for those hours. CLIENT agrees to furnish
STAFFING FIRM with documentation to support any disputed invoice amount and pay any undisputed amount.
4. Assigned Employees are presumed nonexempt from laws requiring premium pay for overtime,holiday work,or weekend work.
STAFFING FIRM will charge CLIENT special rates for premium work time at a rate of 150%of the standard rate only when an
Assigned Employee's work on assignment to CLIENT,viewed by itself,would legally require premium pay and CLIENT has
authorized,directed,or allowed the Assigned Employee to work such premium work time.
5. If CLIENT expresses its intent to hire Assigned Employee from STAFFING FIRM as its direct employee,a Conversion Fee will apply
and be billed to CLIENT by STAFFING FIRM, unless the Assigned Employee has performed 480 hours of consecutive work hours
for CLIENT.
6. If CLIENT uses Assigned Employee's services in any capacity other than through STAFFING FIRM pursuant to this Agreement
within 365 days of the Assigned Employee's hire date with STAFFING FIRM,CLIENT must notify STAFFING FIRM and:(a)continue
the Assigned Employee's assignment from STAFFING FIRM for a term of 480 consecutive work hours minus hours Assigned
Employee has already worked for CLIENT through STAFFING FIRM;or(b)pay STAFFING FIRM a conversion fee equaling 15%of
the Assigned Employee's first year's gross salary;whichever is greater.
7. STAFFING FIRM will retain ownership of all candidates/resumes presented to CLIENT for one year following receipt of
candidate/resume. The referral of a candidate or a candidate's resume and background to CLIENT,which results in the hiring of
the candidate within one year of presentation by STAFFING FIRM,renders the CLIENT liable for the payment of the placement
fee due to STAFFING FIRM in the amount of 15%hired candidates expected first year's gross salary.
Late Payment Penalty
8. CLIENT agrees to pay the net amount upon receipt of invoice and to pay interest on any unpaid balances after ninety(90)days
from the date of receipt at the compounded rate of 1.5%per month(Annual Percentage Rate of 18%)or the maximum legal
rate,whichever is higher,calculated from the date of receipt.
Guarantee
9. STAFFING FIRM guarantees that the Assigned Employees that STAFFING FIRM recruits and assigns to CLIENT will have the
qualifications CLIENT requests. If CLIENT finds any Assigned Employee's qualifications or general work-related behavior lacking
and lets STAFFING FIRM knows within eight(8)hours,STAFFING FIRM will not charge for the first eight hours of the assignment
and will make reasonable efforts to replace the Assigned Employee immediately.
Confidential Information
10. Both parties may receive information that is proprietary or confidential to the other party or its affiliated companies and clients.
Both parties agree to hold such information in strict confidence and not to disclose such information to third parties or to use
such information for any purpose other than performing under this Agreement or as required by law. No knowledge,
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possession,or use of CLIENT's confidential information will be imputed to STAFFING FIRM as a result of Assigned Employees'
access to such information.
Insurance
11. STAFFING FIRM will cover STAFFING FIRM's staffing operations for CLIENT with at least the following types and limits of
insurance or other coverage:
a. Workers'compensation benefits or coverage on the Assigned Employees,in amounts no less than required by law;
b. Professional and general liability insurance,including personal injury,contractual liability,and property damage,with limits
of$1,000,000/$2,000,000 aggregate;
c. Excess liability insurance with limits of$4,000,000;
d. Crime insurance with limits of$500,000;
e. On CLIENT's request,STAFFING FIRM will give CLIENT certificates of this insurance coverage or,with the insurer's
concurrence,make CLIENT an additional insured for STAFFING FIRM's services.
Indemnification and Limitation of Liability
12. To the extent permitted by law,STAFFING FIRM will defend,indemnify,and hold CLIENT and its parent,subsidiaries,directors,
officers,agents, representatives,and employees harmless from all claims,losses,and liabilities(including reasonable attorneys'
fees)to the extent caused by STAFFING FIRM's breach of this Agreement;its failure to discharge its duties and responsibilities
set forth in paragraph 1;or the negligence,gross negligence,or willful misconduct of STAFFING FIRM or STAFFING FIRM's
officers,employees,or authorized agents in the discharge of those duties and responsibilities.
13. To the extent permitted by law,CLIENT will defend,indemnify,and hold STAFFING FIRM and its parent,subsidiaries,directors,
officers,agents, representatives,and employees harmless from all claims, losses,and liabilities(including reasonable attorneys'
fees)to the extent caused by CLIENT's breach of this Agreement;its failure to discharge its duties and responsibilities set forth
in paragraph 2;or the negligence,gross negligence,or willful misconduct of CLIENT or CLIENT's officers,employees,or
authorized agents in the discharge of those duties and responsibilities.
14. Neither party shall be liable for or be required to indemnify the other party for any incidental,consequential,exemplary,
special, punitive,or lost profit damages that arise in connection with this Agreement,regardless of the form of action or how it
is how characterized,even if such party has been advised of the possibility of such damages.
15. As a condition precedent to indemnification,the party seeking indemnification will inform the other party within five business
days after it receives notice of any claim, loss, liability,or demand for which it seeks indemnification from the other party;and
the party seeking indemnification will cooperate in the investigation and defense of any such matter.
16. The provisions in paragraphs 12 through 16 of this Agreement constitute the complete agreement between the parties with
respect to indemnification,and each party waives its right to assert any common-law indemnification or contribution claim
against the other party.
Staffing Firm Indemnification of Client for Liability under Affordable Care Act
17.STAFFING FIRM shall be solely responsible for, and shall reimburse,indemnify,and hold harmless CLIENT(hereafter collectively
referred to as"CLIENT Indemnity")for,any taxes, penalties,or other liabilities assessed against STAFFING FIRM or CLIENT under
Code§4980H with respect to Assigned Employees due to STAFFING FIRM's failure to—
(i)Offer"minimum essential coverage"under an"eligible employer-sponsored plan"each within the meaning of Code
§5000A(f)(1)(B);or
(ii)Offer coverage that is not"affordable"or fails to provide"minimum value,"each within the meaning of Code§36B(c)(2)(C)
and§4980H(b)and related regulations.
Provided,however,that in no event shall CLIENT Indemnity extend to any taxes,penalties,or other liabilities under the under
Code§4980H where such tax, penalty,or other liability results from the imposition of penalties under(i)Code§4980H(a),as a
result of the failure by CLIENT to make offers of minimum essential coverage to its employees under an eligible employer-
sponsored plan,or(ii)Code§4980H(b)as a result of CLIENT's making an offer of minimum essential coverage to its employees
under an eligible employer-sponsored plan that is either unaffordable or fails to provide minimum value.
If CLIENT is notified by any government entity of CLIENT's potential liability for any such taxes, penalties,or other liabilities
relating to Assigned Employees,STAFFING FIRM shall fully cooperate,at STAFFING FIRM's reasonable expense,with CLIENT's
efforts to object to or appeal any such determination of liability or potential liability.
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DocuSign Envelope ID:4983A8E8-4810-49BC-ABE3-65D019159FDA
Staffing Firm Health Coverage Fee
18.CLIENT agrees to pay STAFFING FIRM,in addition to the rates set forth in Exhibit A,an additional fee in the amount of$1.86 per
hour billed,for each month during which an employee placed with CLIENT by STAFFING FIRM is enrolled in group health plan
health coverage offered by STAFFING FIRM.
Miscellaneous
19. All provisions of this Agreement that by their terms extend beyond the termination or nonrenewal of this Agreement will
remain effective after termination or nonrenewal.
20. Each provision of this Agreement will be considered severable,such that if any one provision or clause conflicts with existing or
future applicable law or may not be given full effect because of such law, no other provision that can operate without the
conflicting provision or clause will be affected.
21. This Agreement and the exhibits attached to it contain the entire understanding between the parties and supersede all prior
agreements and understandings relating to the subject matter of the Agreement.
22. The provisions of this Agreement will take effect for the benefit of and be binding on the parties and their respective representatives,
successors,and assigns;AND CLIENT will not transfer or assign this Agreement without STAFFING FIRM'S written consent.
23. The failure of a party to enforce the provisions of this Agreement will not be a waiver of any provision or the right of such party
thereafter to enforce each and every provision of this Agreement.
24. CLIENT will not transfer or assign this Agreement without STAFFING FIRM's written consent.
25. Any notice or other communication will be deemed to be properly given only when sent via the United States Postal Service
First Class Mail or a nationally recognized courier,addressed as shown on the first page of this Agreement.
26. Neither party will be responsible for failure or delay in performance of this Agreement if the failure or delay is due to labor
disputes,strikes,fire,riot,war,terrorism,acts of God,or any other causes beyond the control of the nonperforming party.
27. This agreement will be governed by and construed in accordance with the laws of the State of Washington without reference to
any conflicts of law principles thereof.
Term of Agreement
28. This Agreement shall be effective for the term of the calendar year for which both parties have executed it.The Agreement may
be terminated by either party upon five days written notice to the other party,except that,if a party becomes bankrupt or
insolvent,discontinues operations,or fails to make any payments as required by the Agreement,either party may terminate the
agreement upon eight hours written notice.
Disclaimer
29. STAFFING FIRM does not guarantee the performance of Assigned Employee or the accuracy of information provided regarding
Assigned Employee,and disclaims any responsibility for claim, loss,or liability as a result of Assigned Employee's acts or
omissions.
Authorized representatives of the parties have executed this Agreement below to express the parties'agreement to its terms
V)/(-e//
CLIENT PROVISIONAL SERVICES, INC
DocuSigned by:
Signatu e tiadit13A477...
_g t—K (4) k0 U.fr Heidi Burk
Printed Name Printed Name
ACii1 Ct)LYk(aft r Recruiting Manager
Title Title
7/2J /20 L. 7/20/2016
Date Date
Provisional Services, Inc.is a Washington State Corporation doing business as: Provisional Recruiting+Staffing Services
ocloprovisional 25 Northpark Building•420 West Dean Avenue•Spokane,WA 99201.1-800-805-0361
recruiting + staffing itARS Spokane•(509)444-8871•Coeur d'Alene•(208)664-7931• Fax•(509)323-2898
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DocuSign Envelope ID:4983A8E8-4810-49BC-ABE3-65D019159FDA
Exhibit A
Provisional Rate Schedule
Employee Name Job Title& Location Start Date Hourly Service
Rate
..ennifer Daniels Administrative Assistant 7-21-16 $27.37
City of Spokane Valley Provisional Recruiting+Staffing
C I: T STAFFING FIRM
DocuSkgned by:
tkikt
Signature ten...
(" Heidi Burk
Printed Name Printed Name
Recruiting Manager
Title Title
7727(20 IC, 7/20/2016
Date Date
4<mprovisional 2 Northpark Building•420 West Dean Avenue•Spokane,WA 99201.1-800-805-0361
recruiting 9- staffing V£ARS Spokane•(509)444-8871•Coeur d'Alene•(208)664-7931• Fax•(509)323-2898
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